UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the transition period from _________ to _________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s phone
number, including area code (
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
| ☒ | Smaller reporting company | ||||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
As of August 12, 2022, there were shares, par value $0.001, of the registrant’s common stock outstanding.
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
FORTUNE VALLEY TREASURES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2022 AND DECEMBER 31, 2021
June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts
receivable (including $ | ||||||||
| Inventories | ||||||||
| Prepayments
and other current assets (including $ | ||||||||
| Due from related party | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Deposits
paid (including $ | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Operating lease right-of-use assets, related parties | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Operating lease obligations – current | $ | $ | ||||||
| Operating lease obligations, related parties - current | ||||||||
| Accounts
payable (including $ | ||||||||
| Accrued liabilities | ||||||||
| Bank and other borrowings - current | ||||||||
| Income tax payable | ||||||||
| Customer advances | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease obligations – non-current | ||||||||
| Operating lease obligations, related parties – non-current | ||||||||
| Bank and other borrowings | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock ( shares authorized, shares issued and outstanding as of June 30, 2022 and December 31, 2021) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit and statutory reserves | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total Fortune Valley Treasures, Inc. stockholders’ equity | ||||||||
| Noncontrolling interests | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 3 |
FORTUNE VALLEY TREASURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net
revenues (including $ | $ | $ | $ | $ | ||||||||||||
| Cost
of revenues (including $ | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and distribution expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before income tax | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||||||||||
| Net income attributable to Fortune Valley Treasures, Inc. | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation income (loss) | ( | ) | ( | ) | ||||||||||||
| Total comprehensive income | ||||||||||||||||
| Less: comprehensive income (loss) attributable to noncontrolling interests | ( | ) | ||||||||||||||
| Comprehensive income attributable to Fortune Valley Treasures, Inc. | $ | $ | $ | $ | ||||||||||||
| Earnings per share | ||||||||||||||||
| Basic and diluted earnings per share* | $ | $ | $ | $ | ||||||||||||
| Basic and diluted weighted average shares outstanding* | ||||||||||||||||
| * |
See accompanying notes to the unaudited condensed consolidated financial statements.
| 4 |
FORTUNE VALLEY TREASURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Unaudited)
| Common Stock | Additional | Accumulated Other |
Accumulated Deficit and |
Non | Total | |||||||||||||||||||||||
| Number of shares | Amount | Paid-in Capital |
Comprehensive Income (Loss) |
Statutory Reserves |
controlling Interests |
Stockholders’ Equity | ||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
| Common Stock* | Additional | Accumulated
Other |
Accumulated Deficit and |
Non | Total | |||||||||||||||||||||||
| Number of shares | Amount | Paid-in Capital* | Comprehensive Income |
Statutory Reserves | controlling Interests |
Stockholders’ Equity |
||||||||||||||||||||||
| Balance as of December 31, 2020* | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Balance as of March 31, 2021* | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance as of June 30, 2021* | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| * |
See accompanying notes to the unaudited condensed consolidated financial statements.
| 5 |
FORTUNE VALLEY TREASURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Unaudited)
| Six months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Non-cash lease expense | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||
| Due from related party | ||||||||
| Deposits paid | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Due to related parties | ( | ) | ||||||
| Customer advances | ( | ) | ||||||
| Accrued liabilities | ||||||||
| Income tax payable | ( | ) | ||||||
| Operating lease obligations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Repayment of advance to related parties | ||||||||
| Advance to related parties | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Borrowings from related parties | ||||||||
| Borrowings from and repayments to revolving credit lines, net | ( | ) | ||||||
| Borrowings from bank loans | ||||||||
| Borrowings from a third party | ||||||||
| Repayments to related parties | ( | ) | ( | ) | ||||
| Repayments to bank loans | ( | ) | ||||||
| Repayments to a third party | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net changes in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents–beginning of the period | ||||||||
| Cash and cash equivalents–end of the period | $ | $ | ||||||
| Supplementary cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Expenses paid by related parties on behalf of the Company | $ | $ | ||||||
| Remeasurement of operating lease obligation and right-of-use asset due to lease termination | $ | $ | ||||||
| Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 6 |
FORTUNE VALLEY TREASURES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fortune Valley Treasures, Inc. (formerly Crypto-Services, Inc.) (“FVTI” or the “Company”) was incorporated in the State of Nevada on March 21, 2014. The Company’s current primary business operations of wholesale distribution and retail sales of alcoholic beverages of wine and distilled liquors, and drinking water distribution and delivery are conducted through its subsidiaries in the People’s Republic of China (“PRC”).
On April 11, 2018, the Company entered into a share exchange agreement by and among DaXingHuaShang Investment Group Limited (“DIGLS”) and its shareholders: 1.) Yumin Lin, 2.) Gaosheng Group Co., Ltd. and 3.) China Kaipeng Group Co., Ltd. whereby the Company newly issued shares (given effect of the Reverse Stock Split, see Note 9) of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for as a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and DIGLS, the legal acquiree, is the accounting acquirer; accordingly, the Company’s historical statement of stockholders’ equity has been retroactively restated to the first period presented.
On
March 1, 2019, the Company entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the shares
of Jiujiu Group Stock Co., Ltd. (“JJGS”), a company incorporated under the laws of the Republic of Seychelles. The
transaction closed on March 1, 2019. Pursuant to the SP Agreement, the Company issued
shares (given effect of the Reverse Stock Split, see Note 9) of its common stock to JJGS to acquire
On
June 22, 2020, the Company entered into a sale and purchase agreement along with Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd.,
a company incorporated in China and a wholly-owned subsidiary of FVTI (“QHDX”), to acquire
On
January 6, 2021, FVTI, JJGS, Valley Holding Limited (“Valley Holdings”) and Angel International Investment Holdings Limited
(the “Valley Holdings Seller”) signed a termination agreement, pursuant to which the parties mutually agreed to terminate
the original equity interest transfer agreement signed on March 16, 2020. On the same date, FVTI, DILHK, Valley Holdings and the Valley
Holdings Seller entered into a new equity interest transfer agreement, pursuant to which DILHK agreed to purchase
On February 28, 2021, FVTI, QHDX and the original shareholders of Foshan BaiTaFeng Beverage Development Co., Ltd. (“BTF”) signed a termination agreement, pursuant to which the parties mutually agreed to terminate the original equity interest transfer agreement signed on December 31, 2019 (“BTF Agreement”). The BTF Agreement was terminated effective February 28, 2021 and the parties have no further rights or obligations under the BTF Agreement. The parties further agreed to waive their rights to any claims that may arise under the BTF Agreement. As of the date of the termination agreement, no equity interest of BTF had been transferred to QHDX.
| 7 |
Basis of presentation
The accompanying unaudited condensed consolidated financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. In the opinion of management, all adjustments consisting of normal recurring entries considered necessary for a fair presentation have been included. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. The condensed consolidated balance sheet information as of December 31, 2021 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2021, filed with the SEC on April 1, 2022 (the “report”). These unaudited condensed consolidated financial statements should be read in conjunction with the report.
Basis of consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interests in subsidiaries is reflected in the unaudited condensed consolidated statements of operations.
As of June 30, 2022, details of the Company’s major subsidiaries were as follows:
| Entity Name | Date of Incorporation |
Parent Entity |
Nature of Operation | Place of Incorporation | ||||
| FVTI | ||||||||
| DIGLS | ||||||||
| DILHK | ||||||||
| QHDX | ||||||||
| FVTI | ||||||||
| JJGS | ||||||||
| JJHK | ||||||||
| QHDX | ||||||||
| FVTL | ||||||||
| FVTL | ||||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
| 0 | Xixingdao | |||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
| Xixingdao | ||||||||
Xixingdao |
||||||||
QHDX |
| 8 |
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to going concern, allowance of doubtful accounts, allowance of deferred tax asset, useful lives and impairment of long-lived assets, and impairment of goodwill. Actual results may differ from these estimates.
Reclassification
Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.
Foreign currency translation and re-measurement
The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.
The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, DIGLS, DILHK, JJGS and JJHK’s functional currency is the U.S. dollar; QHDX, JJSZ and their subsidiaries which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency.
The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:
| ● | Monetary assets and liabilities at exchange rates in effect at the end of each period | |
| ● | Nonmonetary assets and liabilities at historical rates | |
| ● | Revenue and expense items at the average rate of exchange prevailing during the period |
Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.
The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:
| ● | Assets and liabilities at the rate of exchange in effect at the balance sheet date | |
| ● | Equities at the historical rate | |
| ● | Revenue and expense items at the average rate of exchange prevailing during the period |
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
As of and for the six months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Period-end RMB:US$1 exchange rate | ||||||||
| Period-average RMB:US$1 exchange rate | ||||||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.
| 9 |
Impairment of long-lived assets other than goodwill
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.
If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
The Company did not recognize any impairment of long-lived assets during the six months ended June 30, 2022 and 2021.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. The Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.
During
the six months ended June 30, 2022 and 2021, the Company did
| 10 |
Revenue recognition
The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; | |
| 2. | Identify the performance obligations in the contract; | |
| 3. | Determine the transaction price; | |
| 4. | Allocate the transaction price to the performance obligations in the contract; and | |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligation. |
Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.
We generate revenue primarily from the sales of wine, water, oil and water purifier directly to agents, wholesalers and end users. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or delivered to our customers. We account for shipping and handling fees as a fulfillment cost.
The following table provides information about disaggregated revenue based on revenue by product types:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Sales of wine | $ | $ | $ | $ | ||||||||||||
| Sales of water | ||||||||||||||||
| Sales of oil | ||||||||||||||||
| Sales of water purifier | ||||||||||||||||
| Others | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Contract liabilities
Contract
liabilities consist mainly of customer advances. On certain occasions, the Company may receive prepayments from downstream retailers
or wholesales customers for wines, water and other products prior to them taking possession of the Company’s products. The Company
records these receipts as customer advances until the control of the products has been transferred the customers. As of June 30, 2022
and December 31, 2021, the Company had customer advances of $
Related party transaction
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
| 11 |
NOTE 2 – PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments and other current assets consisted of the following as of June 30, 2022 and December 31, 2021:
| June
30, 2022 | December
31, 2021 | |||||||
| Prepayments (including $ | $ | $ | ||||||
| Other current assets | ||||||||
| Prepayments and other receivables | $ | $ | ||||||
Balance of prepayments represented the advanced payments to suppliers including related party suppliers.
NOTE 3 – PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following as of June 30, 2022 and December 31, 2021:
| June
30, 2022 | December
31, 2021 | |||||||
| Office equipment | $ | $ | ||||||
| Leasehold improvement | ||||||||
| Property and equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense, which was included in general and administrative expenses, for the six months ended June 30, 2022 and
2021 was $
NOTE 4 – INTANGIBLE ASSETS
Intangible assets and related accumulated amortization were as follows:
June 30, 2022 | December 31, 2021 | |||||||
| Distributor channel | $ | $ | ||||||
| Others | ||||||||
| Total intangible assets | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Amortization
expense for the six months ended June 30, 2022 and 2021 was $
As of June 30, 2022, the future estimated amortization costs for intangible assets are as follows:
| Year ending December 31, | ||||
| 2022 (remaining) | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ | |||
| 12 |
NOTE 5- RELATED PARTY TRANSACTIONS
Amounts due from related party as of June 30, 2022 and December 31, 2021 are as follows:
| June 30, 2022 | December 31, 2021 | |||||||||
| Mr. Deqin Ke | Manager of a subsidiary | $ | $ | |||||||
| $ | $ | |||||||||
Amounts due to related parties as of June 30, 2022 and December 31, 2021 are as follows:
| June 30, 2022 | December 31, 2021 | |||||||||
| Mr. Yumin Lin | President, Chief Executive Officer, Secretary, Director | $ | $ | |||||||
| Ms. Xiulan Zhou | Manager of a subsidiary | |||||||||
| Mr. Huagen Li | Manager of a subsidiary | |||||||||
| Mr. Guodong Jia | Manager of a subsidiary | |||||||||
| Mr. Minghua Cheng | Former director and majority shareholder | |||||||||
| Mr. Hongwei Ye | Manager of a subsidiary, Shareholder | |||||||||
| Mr. Anping Chen | Manager of a subsidiary | |||||||||
| Mr. Jiangwei Jia | Manager of a subsidiary | |||||||||
| Ms. Xiuyun Wang | Manager of a subsidiary | |||||||||
| Mr. Yuwen Li | Vice President | |||||||||
| Shenzhen DaXingHuaShang Industry Development Ltd. | Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industry Development Ltd. | |||||||||
| Mr. Deqin Ke | Manager of a subsidiary | |||||||||
| Mr. Zhihua Liao | Manager of a subsidiary | |||||||||
| Ms. Chunxiang Zhang | Manager of a subsidiary | |||||||||
| Mr. Xue Meng | Manager of a subsidiary | |||||||||
| Ms. Shuqin Chen | Manager of a subsidiary | |||||||||
| Ms. Jinlan Liu | Mr. Minghua Cheng’s wife | |||||||||
| $ | $ | |||||||||
| 13 |
Revenues generated from related parties during the six months ended June 30, 2022 and 2021 are as follows:
| For the six months ended June 30, | ||||||||||
| 2022 | 2021 | |||||||||
| Mr. Kaihong Lin | Chief Financial Officer and Treasurer | $ | $ | |||||||
| Mr. Yumin Lin | President, Chief Executive Officer, Secretary, Director | |||||||||
| Mr. Zihao Ye | Manager of a subsidiary | |||||||||
| Mr. Naiyong Luo | Manager of a subsidiary | |||||||||
| Mr. Hongwei Ye | Manager of a subsidiary, Shareholder | |||||||||
| Ms. Xiulan Zhou | Manager of a subsidiary, Mr. Yumin Lin’s wife | |||||||||
| Dongguan City Chashan Pingfeng Cigarette and Wine Store Co., Ltd. | Mr. Taiping Deng, a manager of a subsidiary, is the controlling shareholder of Dongguan City Chashan Pingfeng Cigarette and Wine Store Co., Ltd. | |||||||||
| Dongguan Zhengui Reality Co., Ltd. | Mr. Naiyong Luo, a manager of a subsidiary, is the controlling shareholder of Dongguan Zhengui Reality Co., Ltd. | |||||||||
| Dongguan Huanhai Trading Co., Ltd. | Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan Huanhai Trading Co., Ltd. | |||||||||
| Guangdong Yuexin Jiaotong Construction Co., Ltd. | Mr. Naiyong Luo, a manager of a subsidiary, is the controlling shareholder of Guangdong Yuexin Jiaotong Construction Co., Ltd. | |||||||||
| Dongguan City Hualianguan Chemical Co., Ltd. | Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan City Hualianguan Chemical Co., Ltd. | |||||||||
| Dongguan City Daying Internet Technology Co., Ltd. | Mr. Minghua Cheng, a former director and majority shareholder of the Company, is the controlling shareholder of Dongguan City Daying Internet Technology Co., Ltd. | |||||||||
| Dongguan Tailai Trading Co., Ltd. | Significantly influenced by the Company | |||||||||
| $ | $ | |||||||||
Cost of revenues from related parties during the six months ended June 30, 2022 and 2021 is as follows:
| For the six months ended June 30, | ||||||||||
| 2022 | 2021 | |||||||||
| Dongguan Baxi Food Distribution Co., Ltd. | Significantly influenced by the Company | $ | $ | |||||||
| Dongguan Dalingshan Xinwenhua Drinking Water Store | Significantly influenced by the Company | |||||||||
| Dongguan Pengqin Drinking Water Co., Ltd. | Significantly influenced by the Company | |||||||||
| Dongguan Dengqinghu Drinking Water Co., Ltd. | Significantly influenced by the Company | |||||||||
| Dongguan Tailai Trading Co., Ltd. | Significantly influenced by the Company | |||||||||
| Dongguan Anxiang Technology Co., Ltd. | Significantly influenced by the Company | |||||||||
| Guangdong Jiaduonuo Shengshi Trading Co., Ltd. | Significantly influenced by the Company | |||||||||
| Dongguan Dalingshan Runxin Drinking Water Store | Significantly influenced by the Company | |||||||||
| Dongguan City Yijia Trading Co., Ltd. | Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd. | |||||||||
| $ | $ | |||||||||
Purchases from related parties during the six months ended June 30, 2022 and 2021 are as follows:
| For the six months ended June 30, | ||||||||||
| 2022 | 2021 | |||||||||
| Dongguan Baxi Food Distribution Co., Ltd. | Significantly influenced by the Company | $ | $ | |||||||
| Dongguan Dalingshan Xinwenhua Drinking Water Store | Significantly influenced by the Company | |||||||||
| Dongguan Pengqin Drinking Water Co., Ltd. | Significantly influenced by the Company | |||||||||
| Dongguan Dengqinghu Drinking Water Store | Significantly influenced by the Company | |||||||||
| Dongguan Tailai Trading Co., Ltd. | Significantly influenced by the Company | |||||||||
| Dongguan Anxiang Technology Co., Ltd. | Significantly influenced by the Company | |||||||||
| Guangdong Jiaduonuo Shengshi Trading Co., Ltd. | Significantly influenced by the Company | |||||||||
| Dongguan Dalingshan Runxin Drinking Water Store | Significantly influenced by the Company | |||||||||
| Dongguan City Yijia Trading Co., Ltd. | Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd. | |||||||||
| $ | $ | |||||||||
Due from related party mainly consists of funds advanced to a related party as borrowings or funds advanced to pay off the Company’s expenses. The balance is unsecured, non-interest bearing.
Due to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due on demand.
In
addition, during the six months ended June 30, 2022 and 2021, these related parties paid expenses on the Company’s behalf in
an amount of $
Mr. Yuwen Li, the Vice President of the Company, authorized the Company to use trademarks that were owned by him for ten years from October 5, 2019 to October 4, 2029 at no cost.
Also see Note 2 and 7 for more transactions with related parties.
| 14 |
NOTE 6 - INCOME TAXES
United States of America
The
Company is registered in the State of Nevada and is subject to United States of America tax law. The U.S. federal income tax rate is
Seychelles
Under the current laws of the Seychelles, DIGLS and JJGS are registered as an international business company which governed by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.
Hong Kong
From
year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are
The PRC
The
Company’s subsidiaries are incorporated in the PRC, and are subject to the PRC Enterprise Income Tax Laws (“EIT Laws”)
with the statutory income tax rate of
On
January 17, 2019, the State Taxation Administration issued the notice on the scope of small-scale and low-profit corporate income
tax preferential policies of the Ministry of Finance and the State Administration of Taxation, [2019] No.13 for small-scale and
low-profit enterprises whose annual taxable income is less than RMB
The components of the income tax provision are as follows:
| Six
Months Ended June 30, 2022 | Six
Months Ended June 30, 2021 | |||||||
| Current: | ||||||||
| – United States of America | $ | $ | ||||||
| – Seychelles | ||||||||
| – Hong Kong | ||||||||
| – The PRC | ||||||||
| Deferred | ||||||||
| – United States of America | ||||||||
| – Seychelles | ||||||||
| – Hong Kong | ||||||||
| – The PRC | ||||||||
| Total | $ | $ | ||||||
The
effective tax rate was
| 15 |
NOTE 7 - OPERATING LEASES
As
of June 30, 2022,
Two
of these leases described above were entered with related
parties. The operating lease entered with Ms. Qingmei Lin, a related party, is for the premises in Dongguan City, PRC.
The
Company terminated an operating lease agreement with a subsidiary of Shenzhen DaXingHuaShang Industry Development Ltd., a related party,
for the premises in Shenzhen City, PRC on February 28, 2021. The monthly rent expense for this lease was RMB
The components of lease expense and supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021 are as follows:
| Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations) | For
the six months ended June 30, | |||||||
| 2022 | 2021 | |||||||
| Related parties | $ | $ | ||||||
| Non-related parties | ||||||||
| Total | $ | $ | ||||||
| Other information for the six months ended | June 30, 2022 | June 30, 2021 | ||||||
| Cash paid for amounts included in the measurement of lease obligations | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
Maturities of the Company’s lease obligations as of June 30, 2022 are as follows:
| Year ending December 31, | ||||
| 2022 (remaining) | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total lease payment | ||||
| Less: Imputed interest | ( | ) | ||
| Operating lease obligations | $ |
NOTE 8 – BANK AND OTHER BORROWINGS
In
August 2020, the Company obtained a revolving credit line in the principal amount of RMB
In
December 2020, the Company obtained a loan in the principal amount of RMB
In
November 2021, the Company obtained a bank loan in the principal amount of RMB
In
May 2022, the Company obtained a revolving credit line in the principal amount of RMB
In May 2022, the Company obtained a loan in the principal amount of RMB
In
May 2022, the Company obtained a bank loan in the principal amount of RMB
The balance of the loans borrowed as of June 30, 2022 and December 31, 2021 were as follows:
| June
30, 2022 | December 31, 2021 | |||||||
| Loan from a trust in PRC | $ | $ | ||||||
| China Construction Bank | ||||||||
| WeBank | ||||||||
| Aggregate outstanding principal balances | $ | $ | ||||||
| Less: current portion | ||||||||
| Non-current portion | $ | $ | ||||||
The
total interest expense was $
Future minimum loan payments as of June 30, 2022 are as follows:
| Year ending December 31, | ||||
| 2022 (remaining) | $ | |||
| 2023 | ||||
| 2024 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 9 – COMMON STOCK
Effective on October 21, 2021, the Company has approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $ per share, at a ratio of 1-for-20 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Company’s authorized shares of common stock became shares. As of June 30, 2021, and immediately prior to the Reverse Stock Split, there were shares of common stock issued and outstanding. As a result of the Reverse Stock Split, the Company has shares of common stock issued and outstanding. The par value remains unchanged at $ per share, which resulted in a reclassification of capital from par value to additional paid-in capital in excess of par value. All share and per share amount in the accompanying financial statement for the prior period have been retroactively adjusted to reflect the Reverse Stock Split.
NOTE 10 - SUBSEQUENT EVENTS
On July 8, 2022, the Company obtained two
loans in the principal amount of RMB
On July 13, 2022, the Company obtained two
loans in the principal amount of RMB
On July 21, 2022, the Company obtained a loan in the
principal amount of RMB
| 16 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 1, 2022 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Overview
Fortune Valley Treasures, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in the State of Nevada on March 21, 2014. We were initially incorporated to offer users with up-to-date information on digital currencies. We engage in the food supply chain operations and management through a service platform. Through various acquisitions of high-quality upstream and downstream companies in the industry, the Company creates a complete industrial chain to reduce costs and enhance competitiveness. The company mainly focuses on online and offline sales targeting regional wholesalers, retailers, supermarkets and major food and beverage (“FB”) chains.
During the six months ended June 30, 2022, the Company conducted its business in one revenue stream: product sales – wine, water, water purifier and other FB products.
Results of Operations
Three Months Ended June 30, 2022 and 2021
| Three Months Ended June 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Net revenues | $ | 2,336,459 | $ | 1,825,344 | $ | 511,115 | ||||||
| Cost of revenues | (1,099,523 | ) | (797,524 | ) | (301,999 | ) | ||||||
| Gross profit | 1,236,936 | 1,027,820 | 209,116 | |||||||||
| Operating expense | (363,586 | ) | (469,476 | ) | 105,890 | |||||||
| Other income | 2,011 | 738 | 1,273 | |||||||||
| Other expense | (4,864 | ) | (5,934 | ) | 1,070 | |||||||
| Income taxes | (81,514 | ) | (96,267 | ) | 14,753 | |||||||
| Net income | 788,983 | 456,881 | 332,102 | |||||||||
| Net income attributable to noncontrolling interests | 41,250 | 42,406 | (1,156 | ) | ||||||||
| Net income attributable to Fortune Valley Treasures, Inc. | $ | 747,733 | $ | 414,475 | $ | 333,258 | ||||||
Six Months Ended June 30, 2022 and 2021
| Six Months Ended June 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Net revenues | $ | 3,598,269 | $ | 3,469,504 | $ | 128,765 | ||||||
| Cost of revenues | (1,617,985 | ) | (1,527,267 | ) | (90,718 | ) | ||||||
| Gross profit | 1,980,284 | 1,942,237 | 38,047 | |||||||||
| Operating expense | (909,027 | ) | (978,607 | ) | 69,580 | |||||||
| Other income | 8,295 | 934 | 7,361 | |||||||||
| Other expense | (10,689 | ) | (9,487 | ) | (1,202 | ) | ||||||
| Income taxes | (103,921 | ) | (162,622 | ) | 58,701 | |||||||
| Net income | 964,942 | 792,455 | 172,487 | |||||||||
| Net income attributable to noncontrolling interests | 68,533 | 72,726 | (4,193 | ) | ||||||||
| Net income attributable to Fortune Valley Treasures, Inc. | $ | 896,409 | $ | 719,729 | $ | 176,680 | ||||||
| 17 |
Net Revenues
Net revenues were $2,336,459 for three months ended June 30, 2022, reflecting an increase of $511,115, or 28.00%, from $1,825,344 for the three months ended June 30, 2021. The reason for the increase was the Company launched a new distribution channel via a WeChat App.
Net revenues were $3,598,269 for six months ended June 30, 2022, reflecting an increase of $128,765, or 3.71%, from $3,469,504 for six months ended June 30, 2021. The reason for the slight increase was the market was getting revived from COVID-19.
Cost of Revenues
Cost of revenues was $1,099,523 for the three months ended June 30, 2022, reflecting an increase of $301,999, or 37.87%, from $797,524 for the three months ended June 30, 2021. The increase in cost of revenues was due to the increase in product sales in line with the increase in our net revenues.
Cost of revenues was $1,617,985 for the six months ended June 30, 2022, reflecting an increase of $90,718, or 5.94%, from $1,527,267 for the six months ended June 30, 2021. The increase in cost of revenues was in line with the increase in our net revenues.
Gross Profit
Gross profit was $1,236,936 and $1,027,820 for the three months ended June 30, 2022 and 2021, respectively, reflecting an increase of $209,116, or 20.35 %. The increase in gross profit was due to the addition of the net revenues.
Gross profit was $1,980,284 and $1,942,237 for the six months ended June 30, 2022 and 2021, respectively, reflecting an increase of $38,047, or 1.96%. The increase in gross profit was due to the addition of the net revenues.
Operating Expenses
Operating expense was $363,586 for the three months ended June 30, 2022, reflecting a decrease of $105,890, or 22.55%, from $469,476 for the three months ended June 30, 2021, due to the decrease in professional service fees.
Operating expense was $909,027 for the six months ended June 30, 2022, reflecting a decrease of $69,580, or 7.11%, from $978,607 for the six months ended June 30, 2021, due to the decrease in professional service fees.
Net Income
For the three months ended June 30, 2022, net income was $788,983, compared to net income $456,881 for the three months ended June 30, 2021. The increase in net income was a result of the factors described above.
For the six months ended June 30, 2022, net income was $964,942, compared to net income $792,455 for the six months ended June 30, 2021. The increase in net income was a result of the factors described above.
Net income attributable to noncontrolling interests
The Company records net income attributable to noncontrolling interests in the unaudited condensed consolidated statements of operations for any noncontrolling interests of consolidated subsidiaries.
For the three months ended June 30, 2022 and 2021, the Company recorded net income attributable to noncontrolling interests of $41,250 and $42,406, respectively.
For the six months ended June 30, 2022 and 2021, the Company recorded net income attributable to noncontrolling interests of $68,533 and $72,726, respectively.
| 18 |
Liquidity and Capital Resources
Working Capital
| June 30, 2022 | December 31, 2021 | Change | ||||||||||
| Total current assets | $ | 5,367,079 | $ | 5,069,481 | $ | 297,598 | ||||||
| Total current liabilities | 1,452,816 | 1,717,519 | (264,703 | ) | ||||||||
| Working capital | $ | 3,914,263 | $ | 3,351,962 | $ | 562,301 | ||||||
As of June 30, 2022, we had working capital of $3,914,263, as compared to working capital of $3,351,962 as of December 31, 2021. We had total current assets of $5,367,079, consisting of cash and cash equivalents of $85,326, inventories of $139,533, prepayments and other current assets of $2,437,318, and accounts receivable of $2,704,902, compared to total current assets of $5,069,481 as of December 31, 2021. The increase was mainly due to the increase in accounts receivable and prepayments and other current assets, offset by the decrease in cash and cash equivalents and due from a related party. We had current liabilities of $1,452,816, consisting of operating lease obligations of $124,513, accounts payable of $191,000, accrued liabilities of $138,589, bank and other borrowing $208,012, customer advances $255,980, income tax payable $43,101 and due to related parties of $491,621. The decrease was mainly due to the repayment of account payable, decrease in customer advances during the period, repayment to related parties, offset by the increase in bank and other borrowings.
Our cash and cash equivalents balance at June 30, 2022 decreased to $85,326, as compared to $123,163 at December 31, 2021. We estimate the Company currently has sufficient cash available to meet its anticipated working capital for the next twelve months, without raising additional capital. The Company is continuing to look for different financing opportunities in order to increase sufficient working capital and improve liquidity.
Despite the increased working capital of the Company, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing
Cash Flows
| Six Months Ended June 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Cash Flows provided by (used in) Operating Activities | $ | 17,441 | $ | (689,467 | ) | $ | 706,908 | |||||
| Cash Flows provided by Investing Activities | - | 581,648 | (581,648 | ) | ||||||||
| Cash Flows provided by (used in) by Financing Activities | (49,540 | ) | 283,590 | (333,130 | ) | |||||||
| Effect of exchange rate changes | (5,738 | ) | (5,208 | ) | (530 | ) | ||||||
| Net Changes in Cash and Cash Equivalents | $ | (37,837 | ) | $ | 170,563 | $ | (208,400 | ) | ||||
Cash Flow from Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2022 was $17,441, as compared to the amount of $689,467 used in operating activities for the six months ended June 30, 2021, reflecting an increase of $706,908. The cash provided by operating activities during the six months ended June 30, 2022 was mainly resulted from net income of $964,942, depreciation and amortization expense of $433,417, and offset by the increase in accounts receivable of $185,856, increase in the prepayments and other current assets of $385,553, increase in deposits paid to vendors of $583,325, decrease in due to related parties of $122,702, and decrease in customer advances of $110,633.
Cash Flow from Investing Activities
Net cash used in investing activities was nil for the six months ended June 30, 2022, compared to net cash provided by investing activities of $581,648 for the six months ended June 30, 2021.
Cash Flow from Financing Activities
Net cash used in financing activities was $49,540 for the six months ended June 30, 2022, compare to net cash provided by financing activities of $283,590 for the six months ended June 30, 2021. The cash used in financing activities for the six months ended June 30, 2022 was mainly resulted from the repayments to related parties of $154,510, repayments to third party $66,379 and offset by net proceeds from revolving credit lines of $148,606.
Critical Accounting Policy
In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with U.S. generally accepted accounting principles. We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions.
Revenue recognition
The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2. | Identify the performance obligations in the contract; | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. | Determine the transaction price; | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4. | Allocate the transaction price to the performance obligations in the contract; and | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19 |
Related Party Transactions
As of June 30, 2022 and December 31, 2021, the Company had accounts receivable from related parties in amounts of $53,571 and $43,477, prepayments to related parties in the amounts of $2,059,668 and $1,813,904, deposits to related parties in the amounts of $1,807,382 and $1,596,075, and accounts payable to related parties in amounts of $26,508 and $17,789, respectively.
As of June 30, 2022 and December 31, 2021, the Company had outstanding receivables due from a related party in the amounts of nil and $26,364, respectively, which mainly consisted of funds advanced to a related party as borrowings or funds advances to pay off the Company’s expenses. The balance was unsecured and non-interest bearing.
As of June 30, 2022 and December 31, 2021, the Company had outstanding payables due to its related parties in the amounts of $491,621 and $683,981, respectively, which mainly consisted of borrowings for working capital purpose. The balances were unsecured, non-interest bearing and due on demand.
During the six months ended June 30, 2022 and 2021, the Company’s related parties paid expenses on behalf of the Company in the amounts of $38,627 and $293,862, respectively.
During the six months ended June 30, 2022 and 2021, the Company sold products to its related parties in the amounts of $41,495 and $388,684, respectively, purchased goods from its related parties in the amounts of $349,387 and $266,521, and incurred cost of revenues from related parties in the amounts of $386,380 and $270,343, respectively.
During the six months ended June 30, 2022 and 2021, the rental expenses to related parties were $11,347 and $23,207, respectively.
Our related parties are primarily those who are significantly influenced by the Company based on our common business relationships. Refer to Note 5 to the unaudited condensed consolidated financial statements for additional details regarding the related party transactions.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2022, that our disclosure controls and procedures were not effective.
The matters involving internal controls and procedures that our management considered to be material weakness under the standards of the Public Company Accounting Oversight Board was lack of well-established procedures to identify, approve and review related party transactions.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the board of directors (the “Board”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“GAAP”) and includes those policies and procedures that:
| ● | Apply to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
| 20 |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
We carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of June 30, 2022. Management based the assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this assessment, management has concluded that as of June 30, 2022, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
| ● | We have increased our personnel resources and technical accounting expertise within the accounting function and intend to hire one or more additional personnel for the function due to turnover. | |
| ● | We will create a position to segregate duties consistent with control objectives. | |
| ● | We plan to prepare written policies and procedures for operating, accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions. | |
| ● | We plan to test our updated controls and remediate our deficiencies in the year 2022. |
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
| 21 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
Not applicable to a smaller reporting company
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer | |
| 32.1 | Section 1350 Certification of principal executive officer | |
| 32.2 | Section 1350 Certification of principal financial officer and principal accounting officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 22 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fortune Valley Treasures, Inc. | ||
| Date: August 12, 2022 | By: | /s/ Yumin Lin |
| Yumin Lin | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 12, 2022 | By: | /s/ Kaihong Lin |
| Kaihong Lin | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 23 |